As a Tata Company, the Company's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. As a global organization, the Corporate Governance practices followed by the Company and its subsidiaries are compatible with international standards and best practices. Through the Governance mechanism in the Company, the Board alongwith its Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring transparency, fairplay and independence in its decision making.

The Corporate Governance philosophy is further strengthened with the adherance to the Tata Business Excellence Model as a means to drive excellence, the Balanced Scorecard methodology for tracking progress on long term strategic objectives and the Tata Code of Conduct which articulates the values, ethics and business principles and serves as a guide to the Company, its directors and employees supplemented with an appropriate mechanism to report any concern pertaining to non-adherence to the said Code. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Indian Stock Exchanges ("the Listing Agreement"). The Company's Depositary Programme is listed on the New York Stock Exchange and the Company also complies with US regulations as applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of Directors and the Audit Committee, onerous responsibilities to improve the Company's operating efficiencies. Risk management and internal control processes focus areas continue to meet the progressive governance standards.

As a good corporate governance practice, the Company has voluntarily undertaken an Audit by M/s Parikh & Associates, Practicing Company Secretaries, of the secretarial records and documents for the period under review in respect of compliance with the Companies Act, 1956 ("The Act"), Listing Agreement with the Indian Stock Exchanges and the applicable regulations and guidelines issued by Securities and Exchange Board of India.

The Company has won the "Golden Peacock Award for Excellence in Corporate Governance" for the year 2011, in recognition of the Company's high standard on governance processes and practices.

board of directors

The Board of Directors alongwith its Committees provide leadership and guidance to the Company's management and directs, supervises and controls the performance of the Company. The Board currently comprises of thirteen Directors out of which eleven Directors (84.62%) are Non-Executive Directors. The Company has a Non-Executive Chairman and the seven Independent Directors comprise more than half the total strength of the Board. All the Independent Directors have confirmed that they meet the 'independence' criteria as mentioned under Clause 49 of the Listing Agreement.

None of the Directors on the Company's Board is a Member of more than ten Committees and Chairman of more than five Committees (Committees being, Audit Committee and Investors' Grievance Committee) across all the Indian Public limited companies in which he is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the office of Director in more than fifteen public companies. None of the Directors of the Company is related to each other. All Non Executive Directors excluding the 'Steel' Director (Tata Steel representative), are liable to retire by rotation. The appointment of the Managing Directors and Executive Directors including the tenure and terms of remuneration are also approved by the members.

The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at Board Meetings. The Board reviews the declaration made by the Managing Director regarding compliance with all applicable laws on a quarterly basis as also steps taken to remediate instances of noncompliance. The Managing Director - India Operations and Chief Financial Officer (CFO) have certified to the Board in accordance with Clause 49 V of the Listing Agreement pertaining to CEO and CFO certification for the Financial Year ended March 31, 2012.

During the year under review, eight Board Meetings were held on April 5, 2011, May 26, 2011, July 15, 2011, August 10, 2011, August 11, 2011, September 20, 2011, November 14, 2011 and February 14, 2012. The maximum time-gap between any two consecutive meetings did not exceed four months. The composition of the Board, attendance at Board Meetings held during the Financial Year under review and at the last Annual General Meeting, number of directorships (including Tata Motors), memberships/chairmanships of the Board and Committees of public companies and their shareholding as on March 31, 2012 in the Company are as follows:

Name of the
Director

Director
Identification
Number

Category

No. of Board
Meetings
attended
in the year

Attendance
at the
last AGM

Directorships(1)

Committee
positions(2)

Shareholding

Chairman

Member

Chairman

Member

Ordinary
Shares

'A' Ordinary
Shares

Ratan N Tata(3)

00000001

Non-Executive Chairman

8

Yes

10

1

-

-

9,36,730

1,09,180

Ravi Kant

00016184

Non-Executive, Vice Chairman

8

Yes

2

2

-

1

-

-

J J Irani(4)(6)

00311104

Non-Executive

1

-

4

7

-

2

24,075

6,500

N N Wadia

00015731

Non-Executive, Independent

8

No

4

4

-

-

-

-

S M Palia

00031145

Non-Executive, Independent

8

Yes

-

7

2

5

1,500

12,500

R A Mashelkar

00074119

Non-Executive, Independent

5

Yes

-

7

-

4

-

-

S Bhargava

00035672

Non-Executive, Independent

8

Yes

2

7

2

4

-

-

N Munjee

00010180

Non-Executive, Independent

8

Yes

3

12

4

5

-

-

V K Jairath

00391684

Non-Executive, Independent

8

Yes

-

2

-

2

250

-

R Sen

03043868

Non-Executive, Independent

7

Yes

-

2

-

-

-

-

Ralf Speth

03318908

Non-Executive

8

Yes

-

1

-

-

-

-

Carl-Peter Forster(5)(6)

02986480

Non-Executive

6

Yes

1

1

-

-

-

-

P M Telang(7)

00012562

Managing Director- India Operations

8

Yes

5

7

-

-

15,900

12,500

Details of Additional Directors appointed after March 31, 2012 are as under:

besides his capacity as Non-Executive Chairman of the Company, he was also appointed as Tata Steel nominee w.e.f. August 11, 2011

(4)

Tata Steel nominee - stepped down as Director w.e.f. June 2, 2011

(5)

resigned as the Managing Director and Group CEO w.e.f. September 9, 2011, appointed as an Additional Director in a Non- Executive capacity w.e.f. September 9, 2011 for a period upto March 31, 2012

(6)

the memberships/chairmanships of the Board and Committees of public companies and shareholding are as of the date when they ceased to be the Directors

(7)

stepped down as Director and Managing Director-India Operations w.e.f. June 21, 2012

(8)

appointed as a Non-Executive Director w.e.f. May 29, 2012

(9)

appointed as Executive Directors w.e.f. June 21, 2012

the committees of the board

The Board has constituted a set of Committees with specific terms of reference/scope to focus effectively on the issues and ensure expedient resolution of diverse matters. The Committees operate as empowered agents of the Board as per their Charter/terms of reference. Targets set by them as agreed with the management are reviewed periodically and mid-course corrections are also carried out. The Board of Directors and the Committees also take decisions by the circular resolutions which are noted at the next meeting. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions/noting. The relationship between the Board, the Committees and the senior management functions as on March 31, 2012 is illustrated below: